Pursuant to a Letter Agreement, dated January 9, 2009, and the Securities Purchase Agreement -- Standard Terms attached thereto (together, the "Securities Purchase Agreement"), American Express Company (the "Company") issued and sold to the United States Department of the Treasury (the "Treasury Department"): (i) 3,388,890 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.66 2/3 per share (the "Series A Preferred Stock"), having a liquidation preference per share equal to $1,000 and (ii) a ten-year warrant (the "Warrant") to purchase up to 24,264,129 shares of the Company's common shares at an initial per share exercise price of $20.95 per share, for an aggregate purchase price of $3,388,890,000 (the "Purchase Price").

The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. The Company may not redeem the Series A Preferred Stock during the first three years except with the proceeds from one or more "Qualified Equity Offerings" (as defined in the Certificate of Amendment of the Certificate of Incorporation of the Company (the "Certificate of Amendment")). After three years, the Company may, at its option, redeem the Series A Preferred Stock. Any redemption will be at the liquidation preference plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting.

Prior to January 9, 2012, unless the Company has redeemed the Series A Preferred Stock or the Treasury Department has transferred the Series A Preferred Stock to a third party, the consent of the Treasury Department will be required for the Company to (1) declare or pay any dividend or make any distribution on its common shares (other than regular quarterly cash dividends of not more than $0.18 per share of common shares) or (2) redeem, purchase or acquire any shares of its common shares or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement. In addition, under the Certificate of Amendment, the Company's ability to declare or pay dividends or repurchase its common shares or other equity or capital securities will be subject to restrictions in the event that it fails to declare and pay (or set aside for payment) full dividends on the Series A Preferred Stock.

The Warrant provides for the adjustment of the exercise price and the number of shares of the Company's common shares issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of the Company's common shares, and upon certain issuances of the Company's common shares at or below a specified price relative to the then current market price of the Company's common shares. If, on or prior to December 31, 2009, the Company receives aggregate gross cash proceeds of not less than the Purchase Price from one or more Qualified Equity Offerings, the number of shares of common shares issuable pursuant to the Treasury Department's exercise of the Warrant will be reduced by one-half of the original number of shares, taking into account all adjustments, underlying the Warrant. Pursuant to the Securities Purchase Agreement, the Treasury Department has agreed not to exercise voting power with respect to any shares of common shares issued upon exercise of the Warrant (the "Warrant Shares").

Both the Series A Preferred Stock and the Warrant will be accounted for as components of Tier 1 capital.

The Series A Preferred Stock and the Warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company has granted certain registration and offering facilitation rights to the Treasury Department for the Series A Preferred Stock, the Warrant and the Warrant Shares. Neither the Series A Preferred Stock, the Warrant nor the Warrant Shares will be subject to any contractual restrictions on transfer and the Warrant is immediately exercisable upon its issuance, except that the Treasury Department may not transfer or exercise one-half of the Warrant prior to the earlier of the date on which the Company receives aggregate gross cash proceeds of not less than the Purchase Price from one or more Qualified Equity Offerings and December 31, 2009.

Pursuant to the Securities Purchase Agreement, the Company agreed to certain restrictions on executive compensation that could limit the tax . . .

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.02.

The information concerning restrictions on the Company's ability to declare or pay dividends and to redeem, purchase or acquire its common shares or other equity or capital securities under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.03.

The information concerning executive compensation set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02.

On January 7, 2009, the Company filed with the Secretary of State of the State of New York a Certificate of Amendment to its Restated Certificate of Incorporation establishing the terms of the Series A Preferred Stock. This Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.   DESCRIPTION OF EXHIBIT

   3.1        Certificate of Amendment of the Certificate of Incorporation
              for the Series A Preferred Stock

   4.1        Warrant to Purchase Common Stock

   10.1       Letter Agreement, dated January 9, 2009, between
              American Express Company and the United States
              Department of the Treasury, which includes the
              Securities Purchase Agreement-Standard Terms
              attached thereto, with respect to the issuance and
              sale of the Series A Preferred Stock and the
              Warrant